Dear Members,
Your Directors have immense pleasure in presenting their 24th Annual Report on the
business and operations of the Company along with the audited financial statements for the
financial year ended March 31,2024.
1. FINANCIAL SUMMARY/HIGHLIGHTS, PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY
(Rs. in Million, except per share data)
Particulars |
Consolidated |
Standalone |
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
Income |
|
|
|
|
Revenue from Operations |
50,182.49 |
45,247.65 |
32,657.02 |
29,652.29 |
Other Income |
751.89 |
654.45 |
1,234.05 |
1,007.99 |
Total Income |
50,934.38 |
45,902.10 |
33,891.07 |
30,660.28 |
Total Expenditure* |
38,658.90 |
35,589.41 |
26,700.05 |
24,876.39 |
Earnings Before Interest, Tax, Depreciation and Amortisation and Exceptional items |
12,275.48 |
10,312.69 |
7,191.02 |
5,783.89 |
Less: Interest & Depreciation |
3,390.20 |
2,795.00 |
2,156.54 |
1,838.64 |
Less: Exceptional items |
- |
- |
- |
- |
Profit before tax |
8,885.28 |
7,517.69 |
5,034.48 |
3,945.25 |
Less: Income Tax |
989.04 |
1,450.11 |
789.31 |
1,288.86 |
Profit/(Loss) After Tax |
7,896.24 |
6,067.58 |
4,245.17 |
2,656.39 |
Add: Share of Profit/ (Loss) in Associate (Net) |
- |
(1.92) |
- |
- |
Profit for the year |
7,896.24 |
6,065.66 |
4,245.17 |
2,656.39 |
Add: Other Comprehensive Income |
137.73 |
566.76 |
(23.10) |
(18.01) |
Total Comprehensive Income for the year |
8,033.97 |
6,632.42 |
4,222.07 |
2,638.38 |
Earnings Per Share (Basic) |
38.86 |
29.85 |
20.90 |
13.08 |
Earnings Per Share (Diluted) |
38.86 |
29.85 |
20.90 |
13.08 |
* Expenses before depreciation and amortisation, finance costs and exceptional items.
2. PERFORMANCE OVERVIEW
Standalone Operations
During the year under review, the total income of the Company increased from H
30,660.28 Million in FY 2022-23 to H 33,891.07 Million in FY 2023-24.
Earnings Before Interest, Tax, Depreciation and Amortization and Exceptional
Items increased from H 5,783.89 Million in FY 2022-23 to H 7,191.02 Million in FY 2023-24.
Profit for the year was H 4,245.17 Million against profit of H 2,656.39 Million
in FY 2022-23.
Consolidated Operations
During the year under review, the total income of the Company increased from H
45,902.10 Million in FY 2022-23 to H 50,934.38 Million in FY 2023-24.
Earnings Before Interest, Tax, Depreciation and Amortization and Exceptional
Items increased from H10,312.69 Million in FY 2022-23 to H12,275.48 Million in FY 2023-24.
Profit for the year was H7,896.24 Million as against profit of H6,065.66 Million
in FY 2022-23.
3. TRANSFER TO RESERVES Dividend and transfer to reserves
Based on the Company's performance, the Directors are pleased to recommend for approval
of the members, a final dividend of Rs. 4.00 per share for the financial year ended March
31,2024. The final dividend on equity shares, if approved by the members, would involve a
cash outflow of H 81,74,43,216/-.
The Directors have decided to retain an amount of H 4,245.17 Million in the retained
earnings.
Pursuant to SEBI's notification dated 8th July 2016, the Board of Directors of the
Company have formulated a Dividend Distribution Policy ("the policy"). The
policy is also available on our website (URL: https://www.naravanahealth.
ora/stakeholder-relations/companv-policies)
4. SUBSIDIARY AND ASSOCIATE COMPANIES
Review of performance of Subsidiaries and Associate Companies
As on March 31, 2024, the Company has 15 Subsidiary Companies and 2 Associate
Companies. Except Health City Cayman Islands Limited, none of the other subsidiary
companies is a Material Subsidiary within the meanina of Material Subsidiary as defined
under the SEBI (Listina Obliaations & Disclosure Requirements) Reaulations, 2015
("the Listina Reaulations") as amended from time to time.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement
containina the salient features of the Financial Statements of the Company's Subsidiaries
and Associates in Form AOC-1, that forms part of this Report is attached as Annexure I.
Pursuant to Section 129 of the Companies Act, 2013, the Consolidated Financial
Statements of the Company, prepared in accordance with the relevant Accountina Standards
specified under Section 133 of the Companies Act, 2013 read with the Rules made
thereunder, forms part of this Annual Report.
Further, pursuant to provisions of Section 136 of the Companies Act, 2013:
i. The Annual Report of the Company, containina therein its standalone and consolidated
financial statements are available on the Company's website i.e.,
https://www.naravanahealth.ora/stakeholder- relations/annual-reports.
ii. The audited financial statements of Subsidiary
Companies are available on the website of the Company: i.e.,
https://www.naravanahealth.ora/ stakeholderrelations/annual-reports.
The brief details of all the Subsidiary and Associate Companies are as follows:
i. Narayana Hrudayalaya Surgical Hospital Private Limited (NHSHPL)
NHSHPL is a wholly owned subsidiary of the Company and is enaaaed in the business of
operatina and maintainina hospitals, clinics, health centers, nursina homes and other
related activities. This subsidiary operates a multispecialty hospital in Mysore, offerina
a wide ranae of services across specialties, which includes cardioloay, cardiac suraery,
nephroloay, uroloay, neuroloay, neuro- suraery, endocrinoloay, orthopaedics, internal
medicines, obstetrics, aynaecoloay, paediatrics, neonatoloay, aastroenteroloay and
oncoloay to name a few. The subsidiary also operates and runs the Dharamshila Narayana
Superspecialty Hospital in Delhi under a Service Aareement with Dharamshila Cancer
Foundation and Research Centre. Further, other financial information is included in Form
AOC-1.
ii. Meridian Medical Research & Hospital Ltd. (MMRHL)
MMRHL is a subsidiary of the Company and is enaaaed in the business of operation of
hospitals, clinics, health centers, and other related activities. This subsidiary operates
two hospitals in Howrah offerina multispecialty and super-specialty healthcare services
which includes nephroloay, uroloay, neuroloay, neurosuraery, etc., Further, other
financial information is included in Form AOC-1.
iii. Narayana Vaishno Devi Specialty Hospitals Private Limited (NVDSHPL)
NVDSHPL is a wholly owned subsidiary of the Company and is enaaaed in the business of
providina healthcare services of superior quality with state-of- the-art technoloay,
clinics, health centers, diaanostic centers and other related activities. This subsidiary
operates a hospital at Kakryal near Katra in Jammu which caters to patients across more
than 20 different specialties, with radioloay, obstetrics & aynaecoloay, oncoloay,
etc. Further, other financial information is included in Form AOC-1.
iv. Narayana Hospitals Private Limited (NHPL)
NHPL is a wholly owned subsidiary of the Company and is authorised to enaaae in the
business of operation of hospitals, clinics, health centers, nursina homes and other
related activities. Further, other financial information is included in Form AOC-1.
v. NH Health Bangladesh Private Limited (NHBPL)
NHBPL is a step-down subsidiary of the Company, incorporated on July 22, 2018 and is
authorised to enaaae in the business of runnina and operation of hospitals, clinics,
health centers, nursina homes and other related activities. NHBPL has no operations durina
the financial year 2023-24. Further, other financial information is included in Form
AOC-1.
vi. Narayana Holdings Private Limited (Narayana Holdings)
Narayana Holdings Private Limited, Mauritius is 100% step-down subsidiary of the
Company incorporated in the Republic of Mauritius in April, 2016. Further, other financial
information is included in Form AOC-1.
vii. Health City Cayman Islands Limited (HCCI)
HCCI is a wholly owned subsidiary of the Company, incorporated in Cayman Islands and
operates a hospital in Cayman Islands. HCCI is a Material Subsidiary within the meaning of
Material Subsidiary as defined under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Further, other financial information is included in Form
AOC-1.
viii. Narayana Health North America LLC
Narayana Health North America LLC is a subsidiary Company incorporated in Delaware,
United States of America on April 9, 2019. Further, other financial information is
included in Form AOC-1.
ix. Athma Healthtech Private Limited
Athma Healthtech Private Limited is a wholly owned subsidiary of the Company
incorporated on June 2, 2022 and is authorised to develop, implement, export, import,
purchase, sell, lease and otherwise deal in software related to Healthcare industry in
particular and other allied services. Further, other financial information is included in
Form AOC-1.
x. NH Integrated Care Private Limited
NH Integrated Care Private Limited is a wholly owned subsidiary of the Company
incorporated on January 10, 2023 and is authorised to undertake, assist, promote,
conceive, design, build and construct, establish, setup, develop, takeover, run, manage
and operate establishments, organizations and institutions, facilities for providing,
giving and dispensing medical treatment, medical facilities, para medical facilities,
healthcare facilities and all health, medical and other related and ancillary services
including preventive healthcare and wellness management, diagnostics, selling of
medicines, clinical consumables and other goods, and support and carrying out all medical
and healthcare activities, including clinics, general, multi-speciality and super
speciality hospitals. The Company commenced its activities with effect from April 1, 2023
with 4 (Four) Clinics situated in Bengaluru and 1 (One) Clinic situated in Hosur. Further,
other financial information is included in Form AOC-1.
xi. Cayman Integrated Healthcare Ltd
Cayman Integrated Healthcare Ltd is a 100% step- down subsidiary of the Company
incorporated in the Cayman Islands on September 28, 2022 and is authorised to carry out
the integrated healthcare business in the Cayman Islands. Further, other financial
information is included in Form AOC-1.
xii. ENT In Cayman Ltd.
The HCCI acquired the 100% Ordinary shares in the ENT In Cayman Ltd on March 3, 2023.
Accordingly, ENT In Cayman Ltd has become a 100% step-down subsidiary of the Company. This
step down subsidiary is engaged in providing complete diagnosis and treatment of ear,
nose, and throat conditions. Further, other financial information is included in Form
AOC-1.
xiii. Samyat Healthcare Private Limited
Samyat Healthcare Private Limited is a wholly owned subsidiary of the Company
incorporated on July 4, 2023 to mainly carry on the business of distribution of medicines,
implants, medical equipment, consumables and other goods and assets as are used by
hospitals, to manufacture medical supplies and to provide services in the areas of
healthcare supply chain, pharmacy and such other healthcare related areas. Further, other
financial information is included in Form AOC-1.
xiv. Narayana Health Insurance Limited
Narayana Health Insurance Limited is a wholly owned subsidiary of the Company
incorporated on May 24, 2023 for diversification into health insurance business through
the subsidiary and thereby enabling the Company to offer an integrated healthcare solution
to the general public as a healthcare service provider. The subsidiary was granted license
by the Insurance Regulatory and Development Authority of India (IRDAI) on January 3, 2024
to exclusively carry on health insurance business. Further, other financial information is
included in Form AOC-1.
xv. Medha AI Private Limited
Medha AI Private Limited is a wholly owned subsidiary of the Company incorporated on
December 15, 2023 to carry on the business to build or distribute platforms of all kinds
of information technology services including software development, solutions, designing,
testing, training, mobile applications and web solutions, networking solutions and
development of all kinds of information technology enabled applications, products and
solutions, around analytics, data intelligence, machine learning and artificial
intelligence. Further, other financial information is included in Form AOC-1.
Associate Companies
i. Reya Health Inc (formerly Cura Technologies Inc)
Reya is an Associate Company incorporated in the State of Delaware, USA, in which the
Company holds 43.58% of common stock of the Associate Company through HCCI. This Company
is engaged in the business of developing software and technology to transform delivery of
patient care. Further, other financial information is included in Form AOC-1.
ii. ISO Healthcare
ISO Healthcare is an Associate Company incorporated in Mauritius in which the Company
had held 20% of the equity shares through its step- down subsidiary, Narayana Holdings.
During the financial year, ISO Healthcare had filed an application for voluntary
liquidation in accordance with Section 137 of the Insolvency Act, 2009 in Mauritius, for
the winding up the affairs of the Company and same was dissolved with effect from April 3,
2024.
The Company has adopted a Policy for determining Material Subsidiaries in line with
Regulation 16 of the Listing Regulations. The Policy, as approved by the Board, is
uploaded on the website of the Company :
https://www.narayanahealth.org/stakeholder-relations/ company-policies.
The total revenue from all the subsidiaries of the Company in aggregate during the year
under review was at H18,016.61 Million resulting in an overall contribution of 35.90% of
the consolidated revenue.
5. SHARE CAPITAL
As on March 31, 2024, the Authorized Share Capital of the Company is H 3,800.00 Million
comprising of 30,90,00,000 Equity Shares of H 10 each and 7,10,00,000 Preference Shares of
H 10 each. The Paid-up Share Capital is H 2,043.61 Million comprising of 20,43,60,804
Equity Shares of H 10 each.
6. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to
state that:
i) In the preparation of the annual accounts, the applicable Accounting Standards have
been followed along with proper explanation relating to material departures, if any.
ii) The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit or loss of the Company for the year under review.
iii) The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
iv) The Directors have prepared the annual accounts on a going concern basis.
v) The Directors have laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and were operating effectively.
vi) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and external consultants, including audit of internal financial
controls over financial reporting by the statutory auditors, and the reviews performed by
management and the relevant Board Committees, including the Audit, Risk and Compliance
Committee, the Board is of the opinion that the Company's internal financial controls were
adequate and effective during FY 2023-24.
7. BOARD OF DIRECTORS AND COMMITTEES
Composition of Board of Directors and changes thereof
As on March 31, 2024, the composition of your Company's Board has an ideal combination
of Executive, Non-Executive and Independent Directors and thereby ensuring separation of
management and governance while maintaining its independence. In compliance with the terms
of the SEBI Regulations, Independent Directors constitute 50% of the Board strength
including an independent women director as required to be appointed by top 500 listed
entities.
Type of Directorship |
No. of Directors |
% of Board Strength |
Executive Directors |
3 |
37.50% |
Non-executive & NonIndependent Directors |
1 |
12.50% |
Independent Directors |
4 |
50% |
Total |
8 |
100.00% |
The Composition of the Board and Committees of the Board along with the changes in
composition during the year is detailed in the Corporate Governance Report which forms
part of this Report.
Appointments
During the year under review, Dr. Devi Prasad Shetty (DIN: 00252187) and Mr. Viren
Prasad Shetty (DIN: 02144586) were re-appointed as Whole-time Directors of the Company,
for a term of five years with effect from August 29, 2023 and subsequently, the same was
approved by the shareholders of the Company by passing Special Resolutions at the Annual
General Meeting held on August 4, 2023.
There was no appointment of any Independent Director during the year under review.
Retirements
During the year under review, Mr. B.N.Subramanya (DIN: 00483654), Mr. B.Muthuraman
(DIN; 00004757), Mr. Dinesh Krishna Swamy (DIN: 00041553) and Mr. Arun Seth (DIN:
00204434) retired from the Board as Independent Directors of the Company, in view of the
cessation of their second term, with effect from close of business hours of August 7,
2023.
Retirement by rotation
Mr. Viren Prasad Shetty (DIN: 02144586), Executive ViceChairman & Whole-Time
Director is retiring by rotation at the ensuing Annual General Meeting and being eligible
has offered himself for re-appointment.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key
Managerial Personnel (KMPs) of the Company are:
Sl. No. |
Name of the KMPs |
Position held in the Company |
1. |
Dr. Emmanuel Rupert |
Managing Director and Group CEO |
2. |
Ms. Sandhya Jayaraman |
Group Chief Financial Officer |
3. |
Mr. Sridhar S. |
Group Company Secretary, Legal & Compliance Officer |
Details of Key Managerial Personnel who were appointed or have resigned during the year
None of the Key Managerial Personnel (KMP) were appointed or resigned during the year.
Committees and their Constitution
As required under the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board had formed four Committees viz.
Stakeholders' Relationship Committee, Audit, Risk and Compliance Committee, Nomination and
Remuneration Committee and Corporate Social Responsibility Committee and the details of
membership of the Committees are disclosed in Corporate Governance Report which forms part
of Board's Report.
Keeping in view the requirements of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time,
the Board reviews the Terms of Reference of these Committees and the nomination of Board
Members to various Committees. The recommendations, if any, of these Committees are
submitted to the Board for approval.
Number of meetings of the Board
The meetings of the Board are scheduled at regular intervals to decide and discuss on
the business performance, policies, strategies and other matters of significance. The
schedule of the meetings is circulated in advance to ensure proper planning and effective
participation in meetings. In certain exigencies, decisions of the Board are also accorded
through circulation.
The Board during the financial year under review met Five (5) times. Detailed
information regarding the meetings of the Board and meetings of the Committees of the
Board is included in the Report on Corporate Governance which forms part of Board's
Report.
8. COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
The Nomination and Remuneration Policy of the Company is to ensure that the
remuneration is in line with best comparable market practices, as well as competitive
vis-avis that of comparable companies both in India and other international markets, which
will have a motivating effect to act as a driving force to ensure long term availability
of talent and also retention of the best talents.
A brief description about the Company's Nomination and Remuneration Policy on
Directors' appointment and remuneration, including criteria for determining
qualifications, positive attributes, independence of a Director and other related matters
provided in Section 178(3) of the Companies Act, 2013 are provided in the Corporate
Governance Report, which forms part of the Board's Report.
The Nomination and Remuneration Policy of the Company is available on the Company's
website at URL: https://www.naravanahealth.org/stakeholder-relations/ company-policies.
9. DECLARATION BY INDEPENDENT DIRECTORS OF THE COMPANY
A declaration of independence in compliance with Section 149(6) of the Companies Act,
2013, has been taken on record from all the Independent Directors of the Company.
10. PERFORMANCE EVALUATION OF DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and Regulations 17 and 19 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, evaluation of
performance of every Director, Board and the Chairman was carried out by the Nomination
and Remuneration Committee. The Chairman of the respective committees reviewed the
performance of the respective committees. The performance evaluation of Non-Independent
Directors and Board as a whole, Committees thereof and Chairman of the Company was also
carried out by the Independent Directors through a separate meeting of the Independent
Directors. Evaluation of Independent Directors was carried out by the entire Board of
Directors, excluding the Director being evaluated.
The evaluation was carried out on the basis of response of the Directors to a
structured questionnaire covering various aspects of Board performance such as Board
composition and expertise, Board oversight, strategy and direction, Corporate Governance
and Board administration and inputs shared by the Directors at the meeting.
11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There are no materially significant Related Party Transactions made by the Company with
Promoters, Directors or Key Managerial Personnel which may have a potential conflict with
the interests of the Company at large. All Related Party Transactions are placed before
the Audit Committee for approval of Independent Directors of the Company and the Board for
approval, if required. The Company has taken necessary approvals as and when required as
per the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The details of the transactions entered into with the Related Parties
are stated in the notes to accounts, and also in Form AOC-2 as prescribed under the
Companies Act, 2013 which is annexed herewith as Annexure II.
12. CORPORATE SOCIAL RESPONSIBILITY
Your Company has formulated a Corporate
Social Responsibility Policy (CSR Policy) which is available on the website of the
Company at (URL: https://www.naravanahealth.org/stakeholder-relations/ company-policies.
As a responsible corporate citizen, your Company undertook several social welfare
initiatives during the financial year under review. The Annual Report on CSR activities
for the financial year 2023-24 as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014 has been appended as Annexure III and forms integral
part of this Report.
13. ISSUANCE OF NON-CONVERTIBLE DEBENTURES ON PRIVATE PLACEMENT BASIS
During the year under review, the Company has issued 30,000 (Thirty Thousand)
Unsecured, listed, rated, redeemable, Non-Convertible Debentures (NCDs) of face value of
Rs. 1,00,000/- (Rupees One Lakh) each at par, aggregating upto Rs 300,00,00,000/- (Rupees
Three Hundred Crores only) in dematerialised form, on a private placement basis, with a
tenor of 60 (Sixty) months and having a coupon payable at the rate of 8.25% per annum
payable on an annual basis and maturity on March 19, 2029. The NCDs are listed on the
Wholesale Debt Market Segment of BSE Limited.
14. CREDIT RATING
The ICRA Limited has assigned the [ICRA] AA (Stable) rating on February 1, 2024, which
was also re-affirmed on March 2, 2024 in relation to the Non-Convertible Debentures issued
by the Company on private placement basis during the year under review. The instruments
with [ICRA] AA rating are considered to have high degree of safety regarding timely
servicing of financial obligations. Such securities carry very low credit risk.
15. DETAILS OF DEBENTURE TRUSTEES
The details of Debenture Trustees of the Company in relation to the Non-Convertible
Debentures issued by the Company on private placement basis are given hereunder:-
Axis Trustee Services Limited
Registered Office Address: Axis House, Bombay Dyeing
Mills Compound, Pandurang Budhkar Marg, Worli,
Mumbai - 400 025
E-mail: teamalpha@axistrustee.in
Contact No. 022 - 6230 0451
16. PARTICULARS OF EMPLOYEES
The statement containing particulars in terms of Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 forms part of this Annual Report and is appended herewith as
Annexure IV to the Board's Report.
The statement containing particulars in terms of Section 197(12) of the Companies Act,
2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this Annual Report. Considering the first
proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the
aforesaid information, is being sent to the Members of the Company and others entitled
thereto. The said information is available for inspection at the Registered Office of the
Company during business hours on working days of the Company up to the date of the ensuing
Annual General Meeting. Any shareholder interested in obtaining a copy thereof, may write
to the Secretarial Team of the Company in this regard.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014 is detailed in Annexure V.
18. CORPORATE GOVERNANCE
Your Company places utmost importance on its fiduciary role as a guardian of
stakeholders' interest and strives to achieve a mutually aligned objective of value and
wealth creation for all interested parties. The Board and the Management humbly
acknowledges this role and continues to propagate this belief through all layers of the
organization to create an environment of accountability and trust.
These responsibilities continue to be the focus of its attention through the tumultuous
ride along the path of expansion, ensuring the highest standards of ethics and integrity
in all its business dealings while avoiding potential conflicts of interest. The result of
this is a corporate structure which serves its ever expanding business needs while
maintaining transparency and adherence to the above stated beliefs.
A Report on Corporate Governance has been appended as Annexure VI and forms an integral
part of this Report. As required by Regulation 17(8) read with Schedule II Part B of the
SEBI Listing Regulations, the Managing Director & Group Chief Executive Officer and
Chief Financial Officer have given appropriate certifications to the Board of Directors.
Further, pursuant to Regulation 34(3) of SEBI Listing Regulations read with Part E of
Schedule V of the Listing Regulations, a certificate from M/s. Ganapathi and Mohan, (Firm
Registration Number P2002KR57100), Bengaluru, Practicing Company Secretaries certifying
the compliance with various provisions of the Corporate Governance is annexed to this
Report as Annexure VII.
The Company has received a certificate from M/s. Ganapathi and Mohan, (Firm
Registration Number P2002KR57100), Bengaluru, Practicing Company Secretaries, pursuant to
clause 10(i) of Part C under Schedule V of SEBI Listing Regulations certifying that none
of the Directors on the Board of the Company have been debarred or disqualified from being
appointed or continuing as Directors of companies by the Securities and Exchange Board of
India or the Ministry of Corporate Affairs or any such statutory authority and same is
attached as Annexure VIII to this report.
19. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
In November 2018, the Ministry of Corporate Affairs (MCA) constituted a Committee on
Business Responsibility Reporting ("the Committee") to finalize business
responsibility reporting formats for listed and unlisted companies, based on the framework
of the National Guidelines on Responsible Business Conduct (NGRBC). Through its report,
the Committee recommended that BRR be rechristened BRSR, where disclosures are based on
Environmental, Social and Governance (ESG) parameters, compelling organizations to
holistically engage with stakeholders and go beyond regulatory compliances in terms of
business measures and their reporting. SEBI, vide its circular dated May 10, 2021, made
BRSR mandatory for the top 1,000 listed companies (by market capitalization) from the
financial year 2023 onwards.
The Board of Directors of the Company has adopted the Environmental and Social
Governance (ESG) Policy of the Company which is available on our website:
https://www.narayanahealth.org/stakeholder-relations/ company-policies
The SEBI vide its notification dated June 14, 2023 had amended the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 to introduce the BRSR Core for
the listed entities and BRSR Core for Company's value chain partners. Subsequently, on
July 12, 2023, SEBI had issued the revised format of BRSR Report and also introduced BRSR
Core Assurance for listed entities and value chain partners. Pursuant to the amended
format issued by SEBI, the BRSR disclosures on ESG practices and priorities of the Company
is attached as Annexure IX to this report.
20. AUDITORS
A. Statutory Auditors
The members of the Company in their 22nd Annual General Meeting (AGM) held on August
30, 2022 re-appointed M/s. Deloitte Haskins & Sells LLP Chartered Accountants,
Bengaluru, having Firm Registration No. 117366W/W-100018, as Statutory Auditors of the
Company for a term of 5 (five) years from the conclusion of 22nd Annual General Meeting
till the conclusion of 27th Annual General Meeting.
Auditor's Report
The Auditors' have issued an unmodified Report for the year ended March 31, 2024 and
hence, do not call for any comments from the Management under Section 134 of the Companies
Act, 2013.
B. Cost Auditors
The Board has approved the appointment of M/s. PSV & Associates, Cost Accountants
having Firm Registration Number 000304, as the Cost Auditor of the Company for the
financial year 2024-25, at a remuneration of Rs. 4,00,000/- (Rupees Four Lakhs Only),
exclusive of taxes and reimbursement of out-of- pocket expenses incurred, if any, in
connection with the cost audit.
The Board of Directors of the Company proposes the ratification of remuneration of M/s.
PSV & Associates, Cost Accountants as the Cost Auditor of the Company, for the
financial year 2024-25 at the ensuing Annual General Meeting.
Your Company has made and maintained the cost records, as specified by the Central
Government under sub-section (1) of Section 148 of the Companies Act, 2013.
C. Secretarial Auditor
The Company has appointed M/s. Ganapathi and Mohan, (Firm Registration Number
P2002KR57100), Practicing Company Secretaries to undertake the Secretarial Audit of the
Company for the financial year 2023-24. The Report of the secretarial audit as required
under Section 204 of the Companies Act, 2013 read with Regulation 24A(1) of the SEBI
Listing Regulations is annexed herewith as Annexure X.
Pursuant to Regulation 24A(2) of the SEBI Listing Regulations, the Secretarial
Compliance Report, issued by M/s. Ganapathi & Mohan, Practicing Company Secretaries,
Bengaluru (firm Registration No. P2002KR057100) is annexed herewith as Annexure XI.
There is no qualification, reservations or adverse remarks made by M/s. Ganapathi and
Mohan, Practicing Company Secretaries, Secretarial Auditor of the Company in their
Secretarial Audit Report and Secretarial Compliance Report.
21. INTERNAL AUDIT SYSTEMS
Your Company has continued its engagement with M/s. Ernst & Young LLP, Chartered
Accountants, to conduct internal audit across the organization during the year under
review. Your Company also has an in-house internal audit team to supplement and support
the efforts of M/s. Ernst & Young LLP.
22. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT
There are no material changes affecting the financial position of the Company between
the end of the financial year to which these financial statements relate and the date of
the Report.
23. DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
24. PARTICULARS OF LOANS, SECURITIES, GUARANTEES AND INVESTMENTS
The loans given, security provided, guarantees given and investments made by the
Company under Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements.
25. EMPLOYEE STOCK OPTION PLAN
The Company has adopted the Narayana Hrudayalaya Employee Stock Option Plan (NH ESOP),
2015 pursuant to the approval of the Board on September 7, 2015 and the approval of
Shareholders on September 12, 2015. The Plan is administered by the Nomination and
Remuneration Committee through Narayana Health Employees Benefit Trust. Pursuant to Rule
14 of the Companies (Share Based Employee Benefits and Sweat Equity) Regulations 2021, the
details are available on website of the Company at
https://www.narayanahealth.org/stakeholderrelations/ annual-reports.
26. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on March 31,2024 is available on the Company's website on https://www.naravanahealth.
org/stakeholder-relations/annual-return.
27. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS
There are no significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and Company's operation in future.
28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed analysis of the Company's operational and financial performance as well as
the initiatives taken by the Company in its key functional areas are separately discussed
in this Annual Report.
29. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has developed a Whistle Blower Policy with a view to provide a mechanism
for employees and Directors of the Company to voice concerns and grievances in a
responsible manner. The policy of vigil mechanism is available on the Company's website
at: https://www.naravanahealth.org/stakeholder-relations/ company-policies.
Further, details of the same are provided in Corporate Governance Report attached to
this Report.
30. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Policy on prevention of sexual harassment in workplace
framed under Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee (ICC) have been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. Below is the report on the same
containing details of number of cases filed, their disposal, nature of action taken,
number of cases pending and number of workshop/ awareness sessions conducted.
No. of cases reported |
No. of cases disposed |
Nature of Action Taken |
No. of cases pending |
No. of workshops conducted (Induction & Refresher) |
No. of participants |
7 |
7 |
Out of 7 cases, in 5 cases, the services of the respondents were discontinued. 2 cases
have been settled through conciliation. |
Nil |
467 |
11,370 |
31. RISK MANAGEMENT POLICY
The Board of Directors of the Company at their meeting held on October 31,2018 has
decided to entrust the Audit, Risk and Compliance Committee to perform the role of a Risk
Management Committee in terms of Regulation 21 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and has amended the Terms of Reference of the
Committee suitably to include the following:
i. To assist the Board of Directors in meeting its responsibility of oversight on
identification, evaluation, mitigation and resolution of strategic, operational,
financial, reputational and compliance risks.
ii. To approve Risk Management Policy of the Company and review the same annually to
keep it updated to address varying nature and dynamics of risks faced by the Company from
time-to-time.
iii. To review management's assessment of risk at least once in a year and provide an
update to the Board in this regard.
The Audit, Risk and Compliance Committee also meets the requirement of composition and
other stipulations in terms of Regulation 21 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The Company has implemented Enterprise Risk Management wherein business units and
corporate functions review and address risks with the oversight of the Audit, Risk &
Compliance Committee and the Board of Directors. This is being facilitated by the Internal
Audit team of the Company. The Risk Management Policy of the Company is available on our
website: https://www.narayanahealth.org/stakeholder-relations/ company-policies.
32. CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business of the Company during the financial year.
33. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY'S SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
a. Narayana Institute for Advanced Research Private Limited (NIARPL)
NIARPL, an erstwhile wholly-owned subsidiary of the Company, which was formed for
engaging in the business of research and development work connected with medicines and
operation of hospitals, clinics, health centers, nursing homes and other related
activities had filed an application with the Registrar of Companies for voluntary
liquidation of the Company pursuant to Section 59 of the Insolvency and Bankruptcy Code,
2016 read with Insolvency and Bankruptcy Board (Voluntary Liquidation Process)
Regulations, 2017 since the Company had no operations for many years. The Company stands
dissolved pursuant to the Order passed by the Hon'ble National Company Law Tribunal,
Bengaluru Bench, on September 15, 2023.
b. Narayana Health Institutions Private Limited (NHIPL)
NHIPL, an erstwhile wholly owned subsidiary of the Company, which was formed for
engaging in the business of running medical colleges and operation of hospitals, clinics,
health centers, nursing homes and other related activities, had filed an application for
dissolution by way of removal of its name from the Register of Companies by the Registrar
of Companies ("RoC") under Section 248 of the Companies Act, 2013, since the
Company had no operations for many years. The application filed by NHIPL was approved by
the RoC, Bengaluru on September 20, 2023 and the name of the said Company was struck off
and dissolved with effect from the said date.
c. ISO Health Limited (ISO Health)
ISO Health, an erstwhile Associate Company incorporated in Kenya had filed an
application for strike off from the Register of Companies. The application filed by ISO
Health was approved by the Registrar and the name of the said Company was struck off and
dissolved with effect from October 9, 2023.
d. ISO Healthcare
ISO Healthcare, an erstwhile Associate Company incorporated in Mauritius had filed an
application for voluntary liquidation in accordance with Section 137 of the Insolvency
Act, 2009 in Mauritius, for the winding up the affairs of the Company. The application
filed by ISO Healthcare was approved and the same was dissolved with effect from April 3,
2024.
34. PROCEEDINGS PENDING, IF ANY, UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
The Company has neither filed an application during the year under review nor are any
proceedings pending under the Insolvency and Bankruptcy Code, 2016 as at March 31,2024.
35. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
No such event has occurred during the year under review.
36. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
The Company has not initiated any Corporate insolvency Resolution Process under the
insolvency and Bankruptcy Code, 2016 during the year under review.
37. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, the Company has not transferred any amount to the
investor Education and Protection Fund (IEPF), as per the requirements of the IEPF Rules.
38. DECLARATION ON CODE OF CONDUCT
The Company has adopted the Code of Conduct for all its Senior Management Personnel and
Directors and the same is affirmed by all the Board Members and Senior Management
Personnel as required under Regulation 34 read with Part D of Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. A declaration signed
by Dr. Emmanuel Rupert, Managing Director and Group CEO of the Company affirming the
compliance with the Code of Conduct of the Company for the financial year 2023-24 has been
annexed as part of this Report.
39. REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial
auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act,
2013, any instances of fraud committed against the Company by its officers or employees,
the details of which are required to be mentioned in the Board's report.
40. SECRETARIAL STANDARDS
The Company has complied with the mandatory applicable Secretarial Standards on Board
and General Meetings issued by the institute of Company Secretaries of India.
41. ACKNOWLEDGEMENT
Your Directors express strong sense of gratitude towards all the internal and external
stakeholders including patients, business associates, vendors, bankers, investors, Central
and State Governments for all the support extended during the year. Your Directors' also
wish to thank the medical professionals and employees at each level for their continued
hard work, commitment and performance during the year.
|
For and on behalf of the Board |
|
|
Sd/- |
Sd/- |
|
Dr. Devi Prasad Shetty |
Dr. Emmanuel Rupert |
Place: Bengaluru |
Chairman |
Managing Director and Group CEO |
Date: May 24, 2024 |
DIN:00252187 |
DIN: 07010883 |